Donegal Creameries has reported a pre-tax loss last year of €3.2M, but an operating profit after adjustments of €3.6M.
There was a 13.6% increase in revenues for the year to the end of December. Revenues for the year rose to €69.6m from €61.3m.
The company reported pre-tax losses – before exceptionals – of €3.2m compared to profits of €3.15m in 2010.
Last year it sold its liquid and trade milk and agri-sales businesses to Connacht Gold Co-Operative Society in what it called a transformational change for the group.
It said this disposal was balanced by two important acquisitions – London-based Biogreen and AJ Allan seed potato business, based in Scotland.
The company is recommending a final dividend of nine cent per share. This will bring the total dividend per share to 16 cent, unchanged from 2010.
Donegal Creameries said that turnover at its produce division grew by 21.9% to €32.3m with all key markets for its seed potato business performing well.
After the sale of its liquid and trade milk businesses, the group still has it value added diary business, which includes The Different Dairy Company in Killygordon, Co Donegal, and its two UK businesses, Chef in a Box and Biogreen. The division reported a loss of €1.4m for 2011 compared to a profit of €0.13m in 2010 due to the challenging consumer environment, especially in Ireland.
Turnover at its agri-inputs business rose by over 10% to €27.7m with profits up 23% to €1.2m. Donegal Creameries said the division is well positioned for future growth.
THE FULL FINANCIAL REPORT IS BELOW:
DONEGAL CREAMERIES PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2011
12 April 2012
SIGNIFICANT PROGRESS IN THE GROUP’S STRATEGIC PLANS IN A YEAR OF SIGNIFICANT CHANGE FOR DONEGAL CREAMERIES PLC
SUMMARY
- Planned transformational change for the Group with the sale of its liquid and trade milk and Agri-stores businesses
- Sale of liquid and trade milk provides an exit from a low margin cyclical business, as part of sector consolidation to achieve the necessary scale efficiencies and ability to withstand customer pricing pressures so as to generate sustainable financial returns
- Connacht Gold Co-Operative Society Limited will now be a strong number two player in the Republic of Ireland market and will have the scale and ability to better provide our former milk producers with access to quota and assured processing capacity for their milk
- The sale of our Agri-stores business enables the Donegal Creameries Group to focus on the opportunities in its Produce, Valued Added Dairy, Agri-inputs divisions and its key associate investments
- This is further evident in the acquisitions completed during the year in the key strategic areas of valued added dairy and seed potatoes:
- On 6 January 2011, the Group acquired a controlling interest in Biogreen Limited, a boutique yogurt business based in London and
- On 11 November 2011, the Group acquired 100% of the AJ Allan Seed Potato Group, the Scottish based grower and marketer of seed potatoes
- Group turnover from continuing operations increased by 13.6% from €61.3m to €69.6m reflecting increases across all continuing operations – Valued Added Dairy up 1.9%, Agri-inputs up 10.3% and Produce up 21.9%
- Operating profit from continuing operations, before net finance costs, changes in fair value of investment properties, contribution from Associates and tax, declined from €3.96m to €3.63m, a reduction of 8.1%. Operating profits in Agri-inputs increased by 23.2% from €1.0m to €1.2m and in Produce by 32.8% from €2.6m to €3.4m. In contrast our Value Added Dairy business recorded an operating loss of €1.4m in comparison with an operating profit of €0.13m in 2010 as a result of further investment in management and marketing to drive future growth
- The Group’s share of associate investment results, in the main Monaghan Middlebrook Mushrooms, declined by €2.1m to €1.66m during the year. This was attributable to a combination of a €1.2m reduction in operating performance (of which €1.0m occurred in the first half of 2011) due to a challenging UK mushroom market and a further reduction of €0.9m in the carrying value of associate properties. In January 2012, Monaghan Middlebrook Mushrooms acquired a majority shareholding in Dutch company Walkro International, one of the largest producers of mushroom substrate in Western Europe.
- Further downward revaluations of €6.7m in Group, and €0.9m in associate, property holdings. The Board has now valued the majority of development land within the Group’s portfolio, as well as its share of associates’ development land, at agricultural values and therefore would not expect any further significant reductions in value going forward
- Net finance expenses rose from €0.37m in 2010 to €1.7m in 2011 largely due to a €0.2m gain from sterling euro exchange rate movements versus a €0.8m gain in 2010 and increased borrowing costs of €0.5m
- Net debt increased from €23.2m at 31 December 2010 to €32.9m during the year with acquisition spend of €4.5m and capital expenditure of €2.4m during the year. However, following completion of the disposals to Connacht Gold Co-Operative Society Limited, borrowings have been significantly reduced and at 11 April 2012 net debt was just below €20m and is expected to further reduce at the interim stage
- Dividend per share maintained at 16c
FINANCIAL HIGHLIGHTS
Continuing operations – pre-exceptional |
2011 |
Restated**** 2010 |
Change |
|
Turnover – continuing operations | €’000 |
69,612 |
61,307 |
+ 13.6% |
Adjusted operating profit* | €’000 |
3,637 |
3,958 |
( 8.1% ) |
Profit before tax – continuing operations | €’000 |
(3,178) |
3,151 |
(€6.3m) |
Profit after tax – continuing operations | €’000 |
(2,049) |
3,609 |
(€5.66m) |
Operating cashflow before interest & tax | €’000 |
(720) |
2,131 |
(€2.85m) |
Adjusted earnings per share** | Cent |
48.8 |
73.1 |
(24.3c) |
Dividend per share | €’000 |
16c |
16c |
– |
Investment property valuation | €’000 |
25,833 |
31,053 |
(€5.2m) |
Net asset value per share*** | € |
5.09 |
5.99 |
(0.90c) |
* Adjusted operating profit before the impact of change in fair value of investment properties and exceptional items
** Adjusted earnings before the impact of change in fair value of investment properties in group & associates, the related deferred tax and CGT rate change in 2011
***Net assets are total equity attributable to equity holders of the Company
**** As re-presented to reflect the effect of discontinued operations
For reference:
Chairman’s statement
It is appropriate that I begin my statement for 2011 with a summary of the most significant development in the Group since our formation. We have for a long time recognised the uniqueness of the Group with its traditional roots in the dairy milk business along with other diversified activities. As you know I have previously reported that the Board had adopted a proactive stance in finding a long term solution for our milk producers as well as focusing on key strategic areas of seed potato, value added dairy and associate investments. The issues faced by our milk producers, included the short term issue of quota management as well as long term access to processing capacity post quota in 2015 in the context of the national commitment to Food Harvest 2020. The Board had evaluated various strategies for investment in processing capacity but the capital investment required could not be justified on the basis of the expected financial returns and hence would not have been the correct decision for all stakeholders. In the wider perspective it would also run contrary to the national need for consolidation to build larger scales of operation. As such, it was most important that we delivered an alternative long term solution for our milk business for the benefit of all our stakeholders.
I am confident that the disposal of our liquid and trade milk businesses and our Agri-stores business to Connacht Gold Co-Operative Society Limited provides such a solution. Our milk producers will now have access to quota and will be part of a larger Dairy business which has excellent capacity to process their milk. I believe the milk and Agri-stores employees will benefit from improved career development and employment prospects as part of the larger Connacht Gold Co-Operative Society operations. The combined liquid milk businesses of Connacht Gold Co-Operative Society and Donegal represents a strong number two supplier in the Republic of Ireland market and the combined stores business will be the leading Agri-stores business in the North West of Ireland. In the medium to long term I believe that Connacht Gold Co-Operative Society will be a better owner of our Milk business given the need for scale in the sector. Furthermore, unlike Donegal Connacht Gold Co-Operative Society has the ability to utilise the total milk supply pool through its use as an input into other dairy products thereby avoiding the cyclical impact of trading excess milk to other third party processors. Finally, I also believe that this is a good deal for our shareholders. The Board is satisfied with the financial component of the transaction and views the disposal as a major strategic step towards the development of a less cyclical, faster growing and more profitable Group.
The disposal of our milk and stores businesses in 2011 was balanced by two important acquisitions. In January 2011, the Group acquired a controlling interest in Biogreen Limited, a niche yogurt business based in London and in the final quarter, the Group acquired 100% of the AJ Allan seed potato business, the Scottish based grower and marketer of seed potatoes which has significantly improved the Group’s overall seed potato business. The Board sees 2012 as a year of consolidating the strategic changes made to the Group during 2011 and does not expect any major activity with regard to either acquisitions or disposals.
Turnover from continuing operations increased by 13.6% to €69.6m. This was driven mainly by growth of 21.9% in the produce division. As previously outlined to shareholders, the Board had identified produce and in particular its seed potato business as a key strategic growth area and is very pleased with the continued progress experienced in this business during 2011. The value added dairy business had a challenging year with modest growth in sales of 1.9% and sales in our Agri-inputs business grew by 10.3% to €27.7m, driven mainly by higher commodity pricing.
The Group made an adjusted operating profit from continuing operations of €3.6m, down from €4.0m in 2010, primarily due to losses in our value added dairy business. We have, within the last two years in value added dairy, acquired a number of niche businesses in which we are investing for future growth. The financial performance from all other Group activities was satisfactory.
In terms of our property portfolio we have returned the majority of our development land to agricultural land valuations resulting in further downward revaluations of €6.7m in Group, and €0.9m in associate, property holdings. Shareholders will be very aware of the current state of the Irish property market and also our requirement to have all investment properties independently valued bi-annually. As a result of the action taken, the Group does not expect any further significant reductions in value going forward.
The Group has delivered adjusted earnings per share from continuing operations of 48.8 cent, broadly in line with that advised per our interim results announcement of 1 September 2011.
Dividend
The Directors are recommending a final dividend of 9 cent per share. If approved, this dividend will be paid on 24 August 2012 to those shareholders on the register on 3 August 2012. This will bring the total dividend per share to 16 cent, maintaining the 2010 dividend payment.
AGM
The Group’s AGM will take place on Wednesday 4 July 2012 at 11.30am at the Silver Tassie Hotel, Letterkenny, Co. Donegal.
In conclusion I would like to recognise the considerable efforts and achievements of my Board colleagues during the year and in particular their success in implementing significant planned strategic change to the Group’s operations. I would also like to thank our former milk producers and employees for the significant contributions they have made to our Milk and Agri-stores businesses over many years and to wish them and Connacht Gold Co-Operative Society continued success.
Geoffrey Vance
Chairman
Managing Director’s Review
Summary operations review
Produce Division
A very satisfactory performance from our Produce Division saw turnover increase by 21.9% to €32.3m delivering a segmental result of €3.4m, an increase of 32.8% on 2010. All key markets for our seed potato business performed well.
On 11 November 2011, the Group acquired 100% of the AJ Allan seed potato business, the Scottish based grower and marketer of seed potatoes. The acquisition, effected through our Irish Potato Marketing (IPM) business, has significantly improved the Group’s overall seed potato business. AJ Allan is based in Brechin, Scotland, has significant storage and grading facilities and grows approximately 12,000 tons per annum of certified seed potatoes. Furthermore, the acquisition will strengthen IPM’s production base in Scotland by adding a new dimension of direct growing to augment IPM’s current contract growing arrangements. IPM will use the AJ Allan platform to further grow its sales of proprietary seed potato varieties into the 35 global markets in which it currently operates.
During the year we received our first royalty payments from Australia. We have further developed our market strategies in a number of new potential markets and we remain confident of developing successful markets in South America, Turkey, South Africa and Asia and expect further progress on this front during the coming year. This will create a solid commercial platform for the global business. We have a number of new seed varieties in the early stages of trialling and these are showing considerable promise. The Board remains confident that developing our proprietary certified seed potato business will be key to driving overall Group profitability going forward.
Dairy Division
Following the disposal of our liquid and trade milk businesses, the Group has retained its value added dairy business which includes The Different Dairy Company based in Killygordon, County Donegal and our two UK businesses, Chef in a Box and Biogreen. The Different Dairy Company consists of Rumblers, a business which makes a food on the go offering with listings in the UK in over 3,500 outlets and Organic For Us, an organic yoghurt business focused on the Irish Retail market which was launched in 2010. Chef in a Box provides meal solutions to the hotel and travel sectors. During 2011, it relocated to a larger and more modern facility near Slough. Biogreen is a boutique yogurt business with a range of premium and ethnic products. In 2011, the segmental result for the valued added dairy business was a loss of €1.4m (2010: profit of €0.13m). This reflects the challenging consumer environment, particularly in Ireland, and the fact that the majority of these niche dairy businesses are in the early stages of development with considerable investment in management and marketing during the year, necessary to drive future growth and profitability.
Agri-inputs
Following the disposal of our Agri-stores business, Smyths Daleside Animal feeds will be the main Agri-inputs business going forward. Turnover during the year was €27.7m, an increase of 10.3%, and the segmental result increased by 23.3% to €1.2m. Smyths is a well invested business with good facilities, systems, an experienced workforce and a strong presence in the North West of Ireland market with a loyal and local customer base. The business is well positioned for future growth and cash generation.
Property and investments
There were no property acquisitions or disposals during the year. The Group have reduced further the carrying value of its property portfolio, including property in associates, in line with the depressed property market in Ireland. The majority of development land assets are now carried at agricultural values and as such we would not expect any further significant reductions in value going forward. The total cumulative downward revaluation in the five years to 2011 was €11.8m.
Associates
The Group’s share of associate investment results, in the main Monaghan Middlebrook Mushrooms, declined by €2.1m to €1.66m during the year. This was attributable to a combination of a €1.2m reduction in operating performance, €1m of which occurred in the first half of 2011 due to a challenging UK mushroom market and a further reduction of €0.9m in the carrying value of associate properties. In January 2012, Monaghan Middlebrook Mushrooms acquired a majority shareholding in Dutch company Walkro International, one of the largest producers of mushroom substrate in Western Europe.
Finance
The Group currently has committed bank facilities of €27m. During the year the Group spent €4.5m on acquisitions and €2.4m on capital expenditure. Furthermore operating cash flow for the year was negative, which included losses incurred in our Milk businesses. However, following completion of the disposals to Connacht Gold Co-Operative Society, borrowings have been significantly reduced and at 11 April 2012 net debt was just below €20m and is expected to further reduce at the interim stage. The disposals to Connacht Gold Co-Operative Society provide for further contingent earn-out payments of up to €7.4m dependent on the operating and financial performance of the liquid and trade milk businesses during the year to 31 December 2012.
Outlook
Further to the Chairman’s statement, 2012 will be a year to consolidate the strategic changes made to the Group during 2011. Our key strategic objectives of the past number of years have not changed and following the disposals of our milk and Agri-stores businesses we will be in a position to increasingly focus our financial and management resources on the strategic areas of seed potato, value added dairy and associate investments, so as to deliver shareholder value.
I would like to thank my colleagues for their considerable contribution and commitment in delivering the transformational changes to the Group during 2011. Furthermore, I would like to specifically recognise our Board and its leadership, who very objectively made the decision to significantly change the Group for the benefit of all our stakeholders.
Ian Ireland
Managing Director
General information and accounting policiesAt the date of issue of this Announcement, the group’s statutory accounts for the year ended 31 December 2011, and therefore the results shown in the Announcement, are unaudited. In the opinion of the directors, the Announcement includes all adjustments necessary for a fair presentation of the results for the periods presented.
The financial information set out in this Announcement does not constitute the group or company’s statutory accounts for the years ended 31 December 2011 or 2010. The financial information for 2010 is derived from the statutory group and company accounts for 2010 which have been delivered to the Companies Registration Office as an annex to the company’s Annual Return for that year. The auditors have reported on the 2010 accounts; their report was (i) unqualified and (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report. The group and company statutory accounts for 2011 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Companies Registration Office in due course.
The financial information set out in this document does not constitute full statutory financial statements for the years ended 31 December 2011 or 2010 but is derived from same. The Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), applicable Irish law and Listing Rules of the Irish Stock Exchange. The Group financial statements have also been prepared in accordance with IFRSs adopted by the European Union and therefore the Group financial statements comply with Article 4 of the EU IAS Regulation.
The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial asset investments and financial liabilities (including derivative financial instruments), which are held at fair value. The Group’s accounting policies will be included in the Annual Report & Accounts to be published in June 2012.
|
Donegal Creameries plc
Condensed consolidated statement of comprehensive income
for the year ended 31 December 2011
Note |
Pre-Exceptional €’000 |
Exceptional €’000 |
2011 Total €’000 |
Restated* 2010 €’000 |
||
Continuing operations |
|
|
|
|
||
Revenue |
5 |
69,612 |
– |
69,612 |
61,307 |
|
Cost of sales |
|
(50,646) |
– |
(50,646) |
(44,329) |
|
|
|
|
|
|||
Gross profit |
|
18,966 |
– |
18,966 |
16,978 |
|
|
|
|
|
|||
Other expenses |
|
(8,346) |
– |
(8,346) |
(7,066) |
|
Distribution expenses |
|
(7,671) |
– |
(7,671) |
(6,603) |
|
Administrative expenses |
|
(6,050) |
(901) |
(6,951) |
(3,542) |
|
|
|
|
|
|||
Loss from operating activities |
|
(3,101) |
(901) |
(4,002) |
(233) |
|
|
|
|
|
|||
Finance income |
|
537 |
– |
537 |
1,503 |
|
Finance expenses |
|
(2,270) |
– |
(2,270) |
(1,874) |
|
Net finance expense |
|
(1,733) |
– |
(1,733) |
(371) |
|
|
|
|
|
|||
Share of profit of associates (net of tax) |
|
1,656 |
– |
1,656 |
3,755 |
|
|
|
|
|
|||
(Loss)/profit before income tax |
|
(3,178) |
(901) |
(4,079) |
3,151 |
|
Income tax benefit / (expense) |
|
1,129 |
– |
1,129 |
458 |
|
(Loss)/profit for the year – continuing operationsDiscontinued operations
Loss from discontinued operations (Loss)/profit for the year |
5 |
(2,049)
(5,477) (7,526) |
(901)
576 (325) |
(2,950)
(4,901) (7,851) |
3,609 (553) 3,056 |
|
|
|
|
|
|||
Other comprehensive income |
|
|
|
|
||
Foreign currency translation differences for foreign operations |
|
|
|
(60) |
(124) |
|
Currency translation adjustment in associate undertaking |
|
|
|
281 |
205 |
|
Revaluation of property on reclassification to investment property |
|
|
|
856 |
388 |
|
Tax on revaluation of property on reclassification to investment property |
|
|
|
(257) |
(97) |
|
Reclassification of previous gain on fair value of available for sale financial asset – transfer to profit and loss |
|
|
|
(271) |
(463) |
|
Tax on reclassification of previous gain on fair value of available for sale financial asset – transfer to profit or loss |
|
|
|
81 |
106 |
|
Defined benefit plan actuarial (loss)/gain |
|
|
|
(351) |
179 |
|
Tax on defined benefit plan actuarial (loss)/gain |
|
|
|
34 |
(29) |
|
|
|
|
|
|||
Total comprehensive (loss)/income for the year |
|
|
|
(7,538) |
3,221 |
|
|
|
|
|
|||
Profit attributable to: |
|
|
|
|
||
Equity holders of the Company |
|
|
|
(7,785) |
3,050 |
|
Non-controlling interest |
|
|
|
(66) |
6 |
|
|
|
|
|
|||
|
|
|
(7,851) |
3,056 |
* As restated to reflect the effect of discontinued operations
Donegal Creameries plc
Condensed consolidated statement of comprehensive income (continued)
for the year ended 31 December 2011
Restated
Note |
2011 €’000 |
2010 €’000 |
||
Total comprehensive income attributable to: |
|
|
||
Equity holders of the Company |
|
(7,483) |
3,201 |
|
Non-controlling interest |
|
(55) |
20 |
|
|
(7,538) |
3,221 |
||
|
|
|||
(Loss)/earnings per share |
|
|
||
Basic (loss)/earnings per share (euro cent)Continuing
Discontinued |
6 |
(2.8) (74.0) (76.8)
|
35.5c (5.4c) 30.1c |
|
Diluted (loss)/earnings per share (euro cent)Continuing
Discontinued
|
6 |
(2.8) (73.4) (76.2)
|
34.6c (4.7c) 29.9c |
Donegal Creameries plc
Condensed consolidated statement of financial position
As at 31 December 2011
Note |
2011 €’000 |
2010 €’000 |
||
Assets |
|
|
|
|
Property, plant and equipment |
|
16,557 |
18,094 |
|
Investment Property |
8 |
25,833 |
31,053 |
|
Goodwill |
|
3,633 |
2,236 |
|
Intangible assets |
|
472 |
424 |
|
Investment in associates |
|
18,503 |
17,685 |
|
Other investments |
9 |
1,301 |
1,671 |
|
Prepayment |
|
193 |
194 |
|
|
|
|||
Total non-current assets |
|
66,492 |
71,357 |
|
|
|
|||
Inventories |
|
5,069 |
6,579 |
|
Trade and other receivablesCurrent tax
Assets held for sale |
11 |
31,111 46 16,705 |
36,397 – – |
|
|
|
|||
Total current assets |
|
52,931 |
42,976 |
|
|
|
|||
Total assets |
|
119,423 |
114,333 |
|
|
|
|||
Equity |
|
|
||
Share capital |
|
1,337 |
1,337 |
|
Share premium |
|
2,975 |
2,975 |
|
Other reserves |
|
1,408 |
750 |
|
Retained earnings |
|
45,942 |
55,667 |
|
|
|
|||
Total equity attributable to equity holders of the Company |
|
51,662 |
60,729 |
|
Non-controlling interest |
|
829 |
914 |
|
Total equity |
|
52,491 |
61,643 |
|
|
|
|||
Liabilities |
|
|
||
Loans and borrowings |
|
17,593 |
3,709 |
|
Trade and other payables |
|
992 |
– |
|
Derivatives |
|
1,709 |
1,343 |
|
Employee benefits |
|
257 |
528 |
|
Deferred tax liabilities |
|
4,087 |
5,394 |
|
Total non-current liabilities |
|
24,638 |
10,974 |
|
|
|
|||
Trade and other payables |
|
19,301 |
21,988 |
|
Bank overdraft |
|
12,200 |
6,382 |
|
Loans and borrowings |
|
3,424 |
13,108 |
|
Current taxLiabilities held for sale |
11 |
– 7,369 |
238 – |
|
|
|
|||
Total current liabilities |
|
42,294 |
41,716 |
|
|
|
|||
Total liabilities |
|
66,932 |
52,690 |
|
|
|
|||
Total equity and liabilities |
|
119,423 |
114,333 |
Donegal Creameries plc
Condensed consolidated statement of changes in equity
for the year ended 31 December 2011
Share Capital €’000 |
Share Premium €’000 |
Trans- lation Reserve €’000 |
Reserve for own shares €’000 |
Reval- uation reserves €’000 |
Fair value reserve €’000 |
Share option reserve €’000 |
Retained earnings €’000 |
Total €’000 |
Non- controlling interest €’000 |
Total Equity €’000 |
|
Balance at 1 January 2011 |
1,337 |
2,975 |
(2,997) |
(348) |
3,570 |
190 |
335 |
55,667 |
60,729 |
914 |
61,643 |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year | |||||||||||
Loss for the year |
– |
– |
– |
– |
– |
– |
– |
(7,785) |
(7,785) |
(66) |
(7,851) |
Other comprehensive income | |||||||||||
Foreign currency translation differencesfor foreign operations |
– |
– |
(71) |
– |
– |
– |
– |
– |
(71) |
11 |
(60) |
Currency translation adjustment inassociate undertaking |
– |
– |
281 |
– |
– |
– |
– |
– |
281 |
– |
281 |
Reclassification of previous gain on fairvalue of available for sale financial asset,
net of tax |
– |
– |
– |
– |
– |
(190) |
– |
– |
(190) |
– |
(190) |
Defined benefit plan actuarial gains and(losses), net of tax |
– |
– |
– |
– |
– |
– |
– |
(317) |
(317) |
– |
(317) |
Revaluation of property on reclassification to investment property, net of tax |
– |
– |
– |
– |
599 |
– |
– |
– |
599 |
– |
599 |
Other comprehensive income |
– |
– |
210 |
– |
599 |
(190) |
– |
(317) |
302 |
11 |
313 |
Total comprehensive income for the year |
– |
– |
210 |
– |
599 |
(190) |
– |
(8,102) |
(7,483) |
(55) |
(7,538) |
Donegal Creameries plc
Condensed consolidated statement of changes in equity (continued)
for the year ended 31 December 2011
Share Capital €’000 |
Share Premium €’000 |
Trans- lation Reserve €’000 |
Reserve for own shares €’000 |
Reval- uation reserves €’000 |
Fair value reserve €’000 |
Share option reserve €’000 |
Retained earnings €’000 |
Total €’000 |
Non- controlling interest €’000 |
Total Equity €’000 |
|
Transactions with owners recorded directly in equity | |||||||||||
Contributions by and distributions to owners | |||||||||||
Dividends paid |
– |
– |
– |
– |
– |
– |
– |
(1,623) |
(1,623) |
(30) |
(1,653) |
Shared based payments |
– |
– |
– |
– |
– |
– |
39 |
– |
39 |
– |
39 |
Total contributions by and distributions to owners |
– |
– |
– |
– |
– |
– |
39 |
(1,623) |
(1,584) |
(30) |
(1,614) |
Balance at 31 December 2011 |
1,337 |
2,975 |
(2,787) |
(348) |
4,169 |
– |
374 |
45,942 |
51,662 |
829 |
52,491 |
Donegal Creameries plc
Condensed consolidated statement of changes in equity
for the year ended 31 December 2010
|
|
Trans- |
Reserve |
Revalau- |
Fair |
Share |
|
|
Non |
|
|
Share |
Share |
lation |
for own |
tion |
Value |
option |
Retained |
|
controlling |
Total |
|
capital |
premium |
reserve |
shares |
reserves |
reserve |
reserve |
earnings |
Total |
interest |
equity |
|
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
|
Balance at 1 January 2010 |
1,337 |
2,975 |
(3,064) |
(348) |
3,279 |
547 |
277 |
54,090 |
59,093 |
923 |
60,016 |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year | |||||||||||
Profit for the year |
– |
– |
– |
– |
– |
– |
– |
3,050 |
3,050 |
6 |
3,056 |
Other comprehensive income | |||||||||||
Foreign currency translation differencesfor foreign operations |
– |
– |
(138) |
– |
– |
– |
– |
– |
(138) |
14 |
(124) |
Currency translation adjustment inassociate undertaking |
– |
– |
205 |
– |
– |
– |
– |
– |
205 |
– |
205 |
Reclassification of previous gain on fairvalue of available for sale financial asset,
net of tax |
– |
– |
– |
– |
– |
(357) |
– |
– |
(357) |
– |
(357) |
Defined benefit plan actuarial gains and(losses), net of tax |
– |
– |
– |
– |
– |
– |
– |
150 |
150 |
– |
150 |
Revaluation of property on reclassification to investment property, net of tax |
– |
– |
– |
– |
291 |
– |
– |
– |
291 |
– |
291 |
Other comprehensive income |
– |
– |
67 |
– |
291 |
(357) |
– |
150 |
151 |
14 |
165 |
Total comprehensive income for the year |
– |
– |
67 |
– |
291 |
(357) |
– |
3,200 |
3,201 |
20 |
3,221 |
Donegal Creameries plc
Condensed consolidated statement of changes in equity (continued)
for the year ended 31 December 2010
Share Capital €’000 |
Share Premium €’000 |
Trans- lation Reserve €’000 |
Reserve for own shares €’000 |
Reval- uation reserves €’000 |
Fair value reserve €’000 |
Share option reserve €’000 |
Retained earnings €’000 |
Total €’000 |
Non- controlling interest €’000 |
Total Equity €’000 |
|
Transactions with owners recorded directly in equity | |||||||||||
Contributions by and distributions to owners | |||||||||||
Dividends paid |
– |
– |
– |
– |
– |
– |
– |
(1,623) |
(1,623) |
(29) |
(1,652) |
Shared based payments |
– |
– |
– |
– |
– |
– |
58 |
– |
58 |
– |
58 |
Total contributions by and distributions to owners |
– |
– |
– |
– |
– |
– |
58 |
(1,623) |
(1,565) |
(29) |
(1,594) |
Balance at 31 December 2010 |
1,337 |
2,975 |
(2,997) |
(348) |
3,570 |
190 |
335 |
55,667 |
60,729 |
914 |
61,643 |
Donegal Creameries plc
Condensed consolidated statement of cash flows
for the year ended 31 December 2011
|
2011 |
2010 |
||
|
€’000 |
€’000 |
||
Cash flows from operating activities | ||||
(Loss)/profit for the year |
|
(7,851) |
3,056 |
|
Adjustments for: | ||||
Depreciation |
|
2,345 |
2,330 |
|
Amortisation of intangibles |
|
81 |
158 |
|
Non-cash defined benefit scheme settlement gain |
|
(576) |
– |
|
Change in fair value of investment property |
|
6,738 |
4,191 |
|
Defined benefit pension scheme charge |
|
176 |
139 |
|
Net finance expense |
|
1,733 |
337 |
|
Share of profit of associates |
|
(1,656) |
(3,755) |
|
Gain on sale of property, plant and equipment |
|
(23) |
(30) |
|
Equity-settled share-based payment transactions |
|
39 |
58 |
|
Income tax benefit |
|
(1,129) |
(390) |
|
Change in inventories |
|
(1,424) |
(842) |
|
Change in trade and other receivables |
|
(2,787) |
(7,417) |
|
Change in trade and other payables |
|
3,614 |
4,296 |
|
|
(720) |
2,131 |
||
|
|
|||
Interest paid |
|
(1,029) |
(662) |
|
Defined benefit pension contributions paid |
|
(271) |
(221) |
|
Income tax paid |
|
(318) |
(409) |
|
|
|
|||
Net cash from operating activities |
|
(2,338) |
839 |
|
|
|
|||
Cash flows from investing activities |
|
|
||
Interest received |
|
58 |
127 |
|
Dividends received |
|
26 |
3 |
|
Proceeds from sale of property, plant and equipment |
|
90 |
70 |
|
Proceeds from repayment of loan stock in associate |
|
780 |
780 |
|
Acquisition of subsidiaries |
|
(4,448) |
– |
|
Deferred consideration payable on acquisition of subsidiary |
|
– |
(184) |
|
Acquisition of property, plant and equipment |
|
(2,273) |
(2,323) |
|
Acquisition of intangibles |
|
(99) |
(107) |
|
Acquisition of other investments |
|
– |
(404) |
|
|
|
|||
Net cash used in investing activities |
|
(5,866) |
(2,038) |
Donegal Creameries plc
Condensed consolidated statement of cash flows (continued)
for the year ended 31 December 2011
2011 |
2010 |
||
€’000 |
€’000 |
||
Cash flows from financing activitiesDrawdown of borrowings |
6,000 |
– |
|
Repayment of borrowings |
(2,102) |
(3,342) |
|
Payment of finance lease liabilities |
(47) |
(10) |
|
Dividend paid to non-controlling interest |
(30) |
(29) |
|
Dividends paid |
(1,623) |
(1,623) |
|
|
|||
Net cashflow from financing activities |
2,198 |
(5,004) |
|
|
|||
Net decrease in cash and cash equivalents |
(6,006) |
(6,203) |
|
Cash and cash equivalents at 1 January |
(6,382) |
(339) |
|
Effect of exchange rate fluctuations on cash held |
188 |
160 |
|
|
|||
Cash and cash equivalents at 31 December |
(12,200) |
(6,382) |
Donegal Creameries plc
Notes to the preliminary financial statements
for the year ended 31 December 2011
(1) Reporting entity
Donegal Creameries plc (the “Company”) is a Company incorporated and tax resident in the Republic of Ireland. The consolidated financial statements of the Company as at and for the year ended 31 December 2011 consolidate the financial statements of the Company and its subsidiaries (together referred to as the “Group”) and include the Group’s interest in associates using the equity method of accounting. The Company financial statements deal with the Company as a single entity. The Group is primarily involved in the management and distribution of milk and agricultural inputs (the liquid and trade milk and agri-stores business were disposed on 13 January 2012), the development and sale of produce and the development and sale of property.
(2) Statement of compliance
The consolidated financial statements for the year ended 31 December 2011 have been prepared in accordance with the International Financial Reporting Standards and Interpretations (together IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Union (‘EU IFRS’). The Company financial statements have been prepared in accordance with EU IFRS, as applied in accordance with the Companies Acts 1963 to 2009, which permits a Company that publishes its consolidated and Company financial statements together to take advantage of the exemption in Section 148(8) of the Companies Act, 1963 from presenting to its members its Company income statement and related notes that form part of the approved Company financial statements.
The Standards and Interpretations applied were those that were effective for accounting periods ending on or before 31 December 2011.
(3) Accounting policies
The accounting policies and methods of computation adopted in the preparation of the Group Condensed Financial Statements are consistent, except as noted below, with those applied in the Annual Report for the financial year ended 31 December 2011 and are described in those financial statements.
Except as described below, the Group did not adopt any new International Financial Reporting Standards (IFRS) or interpretations in the period that have had a material impact on the Group Condensed Interim Financial Statements for the half year.
(a) Change in accounting policy
As of 1 January 2011, the Group has changed its accounting policies in the following areas which do not have a material effect on the results or financial position of the Group:
- IFRIC 19, “ Extinguishing Financial Liabilities with Equity Instruments”;
- Amendments to IFRIC 14, “ Prepayments of a Minimum Funding Requirement”;
- Amendments to IAS 32, “Financial instruments: Presentation on classification of rights issues”
- Amendments to IAS 24, “Related Party Disclosures”; and
- The IASB’s third annual improvement project, “Improvements to IFAS (Issued 2010).
(4) Estimates
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Except as described below, in preparing these condensed consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2011.
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(5) Segment Information
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the chief operating decision maker (CODM) in order to allocate resources to the segments and to assess their performance.
The Group comprises the following reportable business segments:
- Dairy: The assembly, processing and distribution of liquid milk and the production, distribution and marketing of added value dairy products including the Rumblers brand.
- Agri-inputs: The manufacture, sale and distribution of farm inputs.
- Produce: The growing, sales and distribution of seed potatoes and organic produce.
- Property and investments: Includes the rental, development and sale of property assets.
- Other operations: Includes the stevedoring business and corporate activity.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating profit/(loss) as included in the internal management reports that are reviewed by the Group’s CODM, being the Board. Segment operating profit is used to measure performance; as such information is the most relevant in evaluating the results of the Group’s segments. Segment results, assets and liabilities include all items directly attributable to a segment. Segment capital expenditure is the total amount incurred during the period to acquire segment assets that are expected to be used for more than one accounting period.
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(5) Segment reporting (continued)
Business segments (continued)
Dairy |
Agri-Inputs |
Produce |
Investments |
Other |
Consolidated |
|||||||
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
|
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
|
Total revenuesLess : Revenue from discontinued operations
Revenue – continuing operations
|
60,592 (52,272) 8,320 |
58,481 (50,313) 8,168 |
43,890 (16,175) 27,715 |
39,688 (14,569) 25,119 |
32,294 – 32,294 |
26,501 – 26,501 |
– – – |
– – – |
1,283 – 1,283 |
1,519 – 1,519 |
138,059 (68,447) 69,612 |
126,189 (64,882) 61,307 |
Inter-segment revenue |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
|
|
|
|
|
|
|||||||
Segment result before exceptional itemsAdd: segmental loss from discontinued operations
Segmental result from continuing operations before exceptional items |
(6,234) 4,814
(1,420) |
20 105 125 |
566 663
1,229 |
583 414 997 |
3,415 –
3,415 |
2,572 – 2,572 |
(6,641) –
(6,641) |
(4,002) – (4,002) |
531 –
531 |
272 – 272 |
(8,363) 5,477
(2,886) |
(555) 519 (36) |
Exceptional itemsShare of results of associates |
|
(901) 1,656 |
– 3,755 |
|||||||||
Net finance costs |
(1,733) |
(371) |
||||||||||
Income tax benefit |
1,129 |
458 |
||||||||||
Share option benefits |
(39) |
(58) |
||||||||||
Current pension service cost |
(176) |
(139) |
||||||||||
(Loss)/profit for the year |
(2,950) |
3,609 |
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(5) Segment Information (continued)
Business segments (continued)
Property / Other |
||||||||||||||||||||||||||||||||||||||||||
Dairy |
Agri-inputs |
Produce |
Investments |
Other |
Consolidated |
|||||||||||||||||||||||||||||||||||||
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
|||||||||||||||||||||||||||||||
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
|||||||||||||||||||||||||||||||
Segment assets |
7,613 |
18,598 |
20,547 |
26,560 |
26,547 |
17,795 |
28,525 |
32,730 |
983 |
965 |
84,215 |
96,648 |
||||||||||||||||||||||||||||||
Investments in associates |
18,503 |
17,685 |
||||||||||||||||||||||||||||||||||||||||
Assets held for sale |
16,705 |
– |
||||||||||||||||||||||||||||||||||||||||
Total assets |
7,613 |
18,598 |
20,547 |
26,560 |
26,547 |
17,795 |
28,525 |
32,730 |
983 |
965 |
119,423 |
114,333 |
||||||||||||||||||||||||||||||
Segment liabilities |
2,106 |
6,945 |
7,095 |
7,694 |
12,467 |
8,386 |
9 |
100 |
325 |
444 |
22,002 |
23,569 |
||||||||||||||||||||||||||||||
Liabilities held for sale |
7,369 |
– |
||||||||||||||||||||||||||||||||||||||||
Bank overdraft |
12,200 |
6,382 |
||||||||||||||||||||||||||||||||||||||||
Loans and borrowings (unallocated) |
– |
– |
– |
– |
– |
21,017 |
16,817 |
|||||||||||||||||||||||||||||||||||
Employee benefits (unallocated) |
257 |
528 |
||||||||||||||||||||||||||||||||||||||||
Deferred tax (unallocated) |
– |
– |
– |
– |
– |
4,087 |
5,394 |
|||||||||||||||||||||||||||||||||||
Total liabilities |
2,106 |
6,945 |
7,095 |
7,694 |
12,467 |
8,386 |
9 |
100 |
326 |
444 |
66,932 |
52,690 |
||||||||||||||||||||||||||||||
Capital expenditure |
1,639 |
1,878 |
453 |
311 |
470 |
214 |
– |
– |
178 |
27 |
2,740 |
2,430 |
||||||||||||||||||||||||||||||
Depreciation and amortisation |
1,109 |
925 |
986 |
1,325 |
290 |
213 |
– |
– |
40 |
25 |
2,425 |
2,488 |
||||||||||||||||||||||||||||||
Impairment of investment property and other assets |
– |
– |
– |
7,108 |
5,035 |
– |
7,108 |
5,035 |
||||||||||||||||||||||||||||||||||
Island of Ireland |
Europe |
Rest of World |
Consolidated |
|||||||||||||||||||||||||||||||||||||||
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
2011 |
2010 |
|||||||||||||||||||||||||||||||||||
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
€’000 |
|||||||||||||||||||||||||||||||||||
Revenue from external customers |
133,092 |
121,734 |
4,811 |
4,039 |
156 |
416 |
138,059 |
126,189 |
||||||||||||||||||||||||||||||||||
Segment assets |
109,849 |
112,526 |
8,540 |
1,142 |
1,034 |
665 |
119,423 |
114,333 |
||||||||||||||||||||||||||||||||||
Capital expenditure |
1,916 |
2,289 |
808 |
90 |
16 |
51 |
2,740 |
2,430 |
||||||||||||||||||||||||||||||||||
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(5) Segment Information (continued)
Business segments (continued)
Entity-wide disclosures
Section 1: Information about products and services
The Group’s revenue from external customers in respect of its principal products and services is analysed in the disclosures above.
Section 2: Information about geographical areas and customers
The Group has a presence in several countries worldwide. The revenues from external customers and non-current assets (as defined in IFRS 8) attributable to the country of domicile of all foreign operations are noted above.
Seasonality
The Group’s produce and agri-input divisions are second half weighted. This weighting is primarily driven by weather and global buying patterns.
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(6) Earnings per share
Basic earnings per share
The calculation of basic and diluted earnings per share is set out below:
Profit attributable to ordinary shareholders |
2011 |
2010 |
€’000 |
€’000 |
|
Profit for the year |
(7,851) |
3,056 |
|
||
Profit attributable to ordinary shareholders |
(7,785) |
3,050 |
|
||
Weighted average number of ordinary shares In thousands of shares |
2011 |
2010 |
Weighted average number of ordinary shares in issue for the year |
10,286 |
10,286 |
Weighted average number of treasury shares |
(144) |
(144) |
|
||
|
||
Denominator for basic earnings per share |
10,142 |
10,142 |
Effect of share options in issue |
65 |
75 |
|
||
Weighted average number of ordinary shares (diluted) at 31 December |
10,207 |
10,217 |
(Loss)/earnings per share |
2011 |
2010 |
Basic (loss)/earnings per share (euro cent)Continued
Discontinued
|
(2.8) (74.0) ____________________ (76.8)
|
35.5 (5.4) _____________ 30.1 |
Diluted (loss)/earnings per share (euro cent)Continued
Discontinued
|
(2.8) (73.4)
(76.2)
|
34.6 (4.7)
29.9 |
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(7) Dividends
2011 |
2010 |
|
€’000 |
€’000 |
|
|
||
€0.16 per qualifying ordinary share (2010: €0.16) |
1,623 |
1,623 |
|
After 31 December 2011 dividends of €0.09 per qualifying ordinary share were proposed by the directors for 2011.
(8) Investment property |
2011 |
2010 |
€’000 |
€’000 |
|
Balance at 1 January |
31,053 |
36,885 |
Change in fair value |
(6,738) |
(4,191) |
Reclassification to property, plant and equipment |
– |
(2,628) |
Reclassification from property, plant and equipment |
1,506 |
920 |
Effect of movement in exchange rates |
12 |
67 |
Balance at 31 December |
25,833 |
31,053 |
Investment property includes the Grianan estate, student residences in Ballyraine, the Oatfield building in Letterkenny, the Bridgend property and development land in both Donegal and Northern Ireland.
At 31 December 2011, lands held as investment properties by associated companies were re-valued by independent professional valuers, resulting in a decrease in fair value of €913,000 attributable to the Group.
On foot of the disposal of the Agri-stores business, nine properties included in property, plant and equipment at 31 December 2010 were revalued to €1,506,000 and transferred to investment property at 31 December 2011.
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(9) Other Investments |
2011 |
2010 |
€’000 |
€’000 |
|
|
|
|
Balance at 1 January |
1,671 |
2,111 |
Impairment of available for sale financial assets |
(370) |
(844) |
Additions |
– |
404 |
Balance at 31 December |
1,301 |
1,671 |
Available-for-sale equity investments include €48,700 quoted shares (2010: €48,700), prize bonds held of €100,000 (2010: €100,000) and €1,152,300 unquoted shares (2010: €1,522,500). The fair value of unquoted shares has a carrying value of €1,152,300 (2010: €1,522,500).
(10) Related party transactions
Transaction value |
Balance outstanding |
||||
Period ended |
As at |
||||
31 Dec |
31 Dec |
||||
2011 |
2010 |
2011 |
2010 |
||
€’000 |
€’000 |
€’000 |
€’000 |
||
Sale of goods and services | |||||
Sales by group to directors |
621 |
589 |
113 |
74 |
|
Purchases by group from directors |
(1,379) |
(1,121) |
(101) |
(189) |
|
By parent to associates |
– |
– |
– |
– |
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(11)Post balance sheet events
The Group disposed of its interest in its liquid and trade milk businesses and agri stores business on 13 January 2012. The respective losses for the year ended 31 December 2011 and 2010 are disclosed within discontinued operations in the income statement.
The net assets of the businesses disposed of which are included in assets held for sale as at 31 December 2011, the total consideration received and the portion of consideration consisting of cash & cash equivalents and the amount of cash and cash equivalents over which control was lost are as follows: |
|
2011 |
|
Assets |
€ |
Intangible assets |
1,116 |
Property, plant & equipment |
3,705 |
Inventories |
2,756 |
Trade and other receivables |
9,123 |
Cash and cash equivalents |
5 |
Total assets |
16,705 |
Liabilities | |
Trade and other payables |
7,273 |
Deferred tax liabilities |
96 |
Total liabilities |
7,369 |
Total enterprise value |
9,336 |
Total potential consideration receivable on disposal is €22.7m which includes deferred contingent consideration payable and working capital adjustments. The current estimate of minimum profit on disposal is €5.5m including the impact of recycling foreign exchange gain from equity of €0.14m
The deferred contingent consideration payable is based on the operating and financial performance of the liquid and trade milk businesses during the year to 31 December 2012. Working capital adjustments are expected to be finalised by May 2012.
Transaction costs of €0.46m associated with the disposal are presented as an exceptional charge within administration costs.
|
Donegal Creameries plc
Notes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(12) Business combinations | |||||
On 6 January 2011, the Group acquired a controlling interest in Biogreen Limited, a boutique yogurt business based in London. This acquisition provides an additional revenue stream and complements our existing value added dairy business.
On 11 November 2011, the Group acquired 100% of AJ Allan (Potato Merchant Limited) and AJ Allan (Brechin) Limited. The acquisition of AJ Allan (Potato Merchant) Limited and AJ Allan (Brechin) Limited has significantly improved the Group’s potato business.
The fair value of the assets acquired, determined in accordance with IFRS, were as follows: |
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Total |
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€’000 |
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Assets: | |||||
Intangible assets | 272 | ||||
Plant and equipment | 1,344 | ||||
Property | 1,311 | ||||
Inventories | 952 | ||||
Trade and other receivables | 138 | ||||
Total assets |
|
4,017 | |||
Liabilities: | |||||
Trade and other payables | (970) | ||||
Bank overdraft | (356) | ||||
Other liabilities | (7) | ||||
Total liabilities |
|
(1,333) | |||
Total enterprise value |
|
2,684 | |||
|
|
|
|
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Satisfied by: |
|
|
|
|
|
Cash payment | 4,092 | ||||
Overdraft acquired | 356 | ||||
Net cash outflow |
|
4,448 | |||
Consideration payable |
|
863 | |||
Total consideration |
|
5,311 | |||
Donegal Creameries plcNotes to the preliminary financial statements (continued)
for the year ended 31 December 2011
(12) Business combinations (continued)
Biogreen Limited The principal factors contributing to the recognition of goodwill on the acquisition of Biogreen is the expected realisation of operational synergies through the combination of activities of Biogreen Limited with existing operations in the Group, together with the assembled workforce and knowledge and experience of employees. Total amount of goodwill recognised of €1.8m is not expected to be deductible for tax purposes.
The principal intangible assets acquired were brand and customer related intangibles amounting to €0.27m.
The deferred consideration is turnover based and is payable ending 36 months following the acquisition date, but subject to extension up to a maximum of 60 months after the completion date.
Transactions costs of €0.02m associated with the acquisition of Biogreen Limited are presented as an exceptional charge within administration costs.
The post acquisition impact of Biogreen Limited was to increase revenue for the financial period by €1.4m. The post acquisition impact of the business combination on Group profit for the financial period was a loss of €0.25m.
AJ Allan (Potato Merchants) Limited and AJ Allan (Brechin) Limited The principal factors contributing to the recognition of goodwill on the acquisition of AJ Allan (Potato Merchants) Limited and AJ Allan (Brechin) Limited is the expected realisation of operational synergies through the combination of activities of both companies with existing operations in the Group, together with the assembled workforce and knowledge and experience of employees. Total amount of goodwill recognised of €0.5m is not expected to be deductible for tax purposes.
The consideration payable on completion was paid in full at completion.
Transactions costs of €0.06m associated with the acquisition of Biogreen Limited are presented as an exceptional charge within administration costs.
The post acquisition impact of the business combination on Group turnover and loss for the financial period was not material.
If the acquisition date of AJ Allan (Potato Merchants) Limited and AJ Allan (Brechin) Limited was at the beginning of the period, Group Revenue for the financial period would have been €141.5m. In addition, the loss of the Group for continuing operations would have been €3m. |
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